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By clicking on “I agree” (or a similar box or button to evidence your agreement) when you complete the Sidglo Partnerships One Sheet, you accept and agree to be bound by the terms and conditions of this Agreement and any associated addenda referenced herein (collectively, the “Agreement”).This Agreement is between Sidglo, Inc. (inclusive of its Affiliates, “Sidglo,” “we” or “us”) and either the entity you accept this Agreement on behalf of, or you in your individual capacity, as applicable (in either case, “Referral Partner,” “you” or “your”). Please read these terms carefully as they govern your rights and obligations under the Sidglo Program.You can view the current version of this Agreement at any time at sidglo.com/legal/something.
We reserve the right to modify, update, or change this Agreement from time to time; provided that when we make any material changes to this Agreement, we will (1) update the Version Date at the top of this page; and (2) use commercially reasonable efforts to provide you with reasonable advance notice before the updates take effect. Sidglo may provide such notifications to you via email and/or through the posting of such notice on your Sidglo Dashboard and/or Partner Hub (if/when applicable). You acknowledge and agree that your continued participation in Sidglo Partnerships after the effective date specified in any such updates constitutes your agreement to the updated Agreement. Notwithstanding the foregoing, changes will become effective immediately if such changes are necessary to comply with Applicable Laws (as defined herein) or are a result of changes to Sidglo's product offerings.
Sidglo helps merchants and others (hereinafter “Clients”) establish merchant accountsand obtain point of sale software and hardware in order to accept credit, debit,and ACH payments as well as helps Clients receive other merchant relatedservices and products (collectively, the “Sidglo Program”).
Referral Partner works with Clients in the course of its business that wouldbenefit from having access to the Sidglo Program. Accordingly, Referral Partnerdesires to refer Clients to Sidglo for application to the Sidglo Program. Inreturn, Sidglo desires, subject to the terms set forth herein, that ReferralPartner be (1) authorized to market the Sidglo Program, and (2) compensated forsuch referrals.
1.1On an exclusive basis, Referral Partner will use their best efforts to solicitprospective Clients to execute Client agreements with Sidglo. Referral Partneragrees not to market any services like those contained in the Sidglo Program toClients for, or on behalf of, any other companies engaged in businesses similarto that of Sidglo. In addition, it is agreed that:
a) Any and all promotional materials disseminated and/or published by ReferralPartner must be approved by Sidglo in advance of Referral Partner’sdissemination of the materials.
b)Referral Partner agrees not to market the Sidglo Program and/or the credit cardprocessing services offered by Sidglo to merchants engaged in a business thatviolates federal, state, or local laws, with the only exception being licensedcannabis retailers, growers, processors, and brands.
2.1The initial term of this Agreement shall be two years. Thereafter, thisAgreement shall be automatically renewed for successive one-year periods,unless terminated by Sidglo. Terminationshall be effective immediately upon notice being given by Sidglo to ReferralPartner. Sidglo may terminate this Agreement for any material breach ofReferral Partner’s duties and obligations under this Agreement.
2.3This Agreement shall terminate immediately upon the occurrence of any one ofthe following:
a) Terminationof Sidglo, its processors and/or its sponsor banks of operations.
b) ReferralPartner’s violation of Sidglo Policies.
c) ReferralPartner’s conviction of a crime.
d) Sidglobecoming aware of information that Referral Partner or its representatives areemployed in practices that involve elements of criminal activity, fraud orconduct that may be deemed to be potentially injurious to Sidglo, its partners,its processors and sponsor banks, or any of the credit card associationsinvolved in the Sidglo Program.
e) ReferralPartner (1) becomes insolvent; (2) fails to pay its debts or perform itsobligations in the ordinary course of business as they mature; (3) becomes thesubject of any voluntary or involuntary proceeding in bankruptcy, liquidation,dissolution, receivership, attachment or composition for the benefit ofcreditors.
f) ReferralPartner’s submission of a 30-day notice with intent to terminate.
2.4Upon termination of this Agreement, Referral Partner shall return all equipmentand/or marketing materials provided to it by Sidglo and shall no longer use anypromotional materials identifying Sidglo.
2.5 Referral Partner acknowledges that Sidglo may refuse to contract with ormay terminate an existing contract with any Client, which fails to comply with SidgloPolicies.
2.6 Sidglo may reject Referral Partner request to work with a specific Clientif (1) the Client is already a client of Sidglo or any of its subsidiaries,partners or affiliates; (2) Sidglo or any of its subsidiaries, partners oraffiliates have directly solicited the Client within a six month periodimmediately preceding the date on which Referral Partner submitted the requestor if Sidglo is engaged in active discussions with such Client; (3) the Clientengages in a prohibited activity as described in section 1.1 b; (4) Sidglo, inits sole discretion, is otherwise not interested in working with the potentialClient.
3.1Referral Partner shall be responsible for payment of all expenses relating toits performance of this Agreement. Sidglo shall have no obligation to reimburseReferral Partner for any expenses incurred by Referral Partner in connectionwith this Agreement.
3.2 Sidglo agrees to pay Referral Partner a commission based upon the totalamount of net revenue generated by Clients who have contracted with Sidglo as aresult of Referral Partner’s efforts (hereafter the “Referral PartnerPortfolio”) in accordance with terms set forth in Schedule A of thisAgreement.
3.3 Referral Partner shall have sixty days from the receipt of any payment tonotify Sidglo of any errors. If Referral Partner does not notify Sidglo withinthe sixty-day period, Referral Partner shall be deemed to have accepted withoutquestion such payment and may not in the future contest the amount or seekreimbursement for any discrepancies.
3.4 Sidglo may at any time sell or merge its business or its Client portfolio.In the event Sidglo chooses to exercise this option, if Referral Partner is ingood standing it may, at Sidglo’s option, either continue to be paidcompensation by the successor company or it will negotiate a one-time buyout atthe time of the buyout.
3.5 Referral Partner understands and agrees that Referral Client Portfolio isthe sole property of Sidglo and cannot be sold, leveraged, or otherwiseassigned without the explicit consent of Sidglo.
4.1No termination of this Agreement affects any Client agreement that is in effectas of the time of the termination of this Agreement, and Referral Partner maynot solicit any Client to breach an agreement currently in force with Sidglofor any reason after the termination of this Agreement.
4.2 So long as Referral Partner is not in default of this Agreement and has notbeen terminated on account of fraudulent activity or gross negligence, notermination of this Agreement will affect any commission payments due toReferral Partner for the period of time to be calculated pursuant to paragraph4.3 of this Agreement.
4.3 In the event this Agreement is terminated, Referral Partner shall receivecommission payments each month in connection with the Clients contained withinReferral Partner’s Portfolio for the lifetime of those contracts; provided thatSidglo receives a minimum of $200.00 (USD) per month in connection with theservices rendered to the Referral Partner Portfolio.
5.1It is expressly agreed to and understood that Sidglo and Referral Partner are,in all respects, independent parties to a contract. The Parties understand andagree that each are engaged in the operation of their own respective business,that neither Party shall be considered to be the employer or employee of theother party for any purpose and that Sidglo does not exercise supervision orcontrol over Referral Partner other than as set forth in this Agreement.
5.2 No party is to be considered to be the agent or legal representative of theother. Referral Partner shall not attempt to (1) bind Sidglo to any contract oragreement, (2) incur any obligation on behalf of Sidglo, (3) release, assignortransfer any agreement, claim, security or any other asset of Sidglo, (4)borrow or lend any money in the name of Sidglo, or (5) submit to any claim orliability related to client agreements or allow judgment to be taken orconfessed against Sidglo.
6.1Referral Partner agrees to indemnify, defend, and hold harmless Sidglo, itsemployees, and agents from and against any loss, liability, damage, penalty orexpense (including attorneys' fees and cost of defense) they may suffer orincur as a result of (1) any failure by Referral Partner or any employee oragent of Referral Partner to comply with the terms of this Agreement; (2) anywarranty or representation made by Referral Partner to Sidglo being false ormisleading; or (3) any representation or warranty made by Referral Partner orany employee or agent of Referral Partner to any third person other than asspecifically authorized by this Agreement.
6.2 Sidglo agrees to indemnify, defend, and hold harmless Referral Partner, itsemployees and agents from and against any loss, liability, damage, penalty orexpense (including attorneys' fees and cost of defense) they may suffer orincur as a result of any failure by Sidglo or any employee or designated agentto comply with the terms of this Agreement. Sidglo shall have no liability toprovide indemnification hereunder to the extent any loss; liability, damage,penalty or expense (including attorneys' fees and cost of defense) is caused orcontributed to by Referral Partner or any employee or agent of ReferralPartner.
6.3 Each party shall promptly notify the other of any claim or threat of claimof which such party becomes aware and that may give rise to a request forindemnification under this section.
7.1No provision of this Agreement, may be amended, modified, or waived except by awritten agreement signed by Sidglo and Referral Partner.
8.1No term or provision of this Agreement shall be deemed waived, and no breachexcused, unless such waiver or consent shall be in writing and signed by theparty claimed to have waived or consented. Any consent by any party to, orwaiver of, a breach by the other party, whether express or implied, shall notconstitute consent to, waiver of, or excuse of any different or subsequentbreach.
9.1The Parties expressly acknowledge that the data and other information to whichthe Parties and their employees and agents have access in connection with thenegotiation, performance and administration of this Agreement have commercialvalue and are proprietary to the respective Parties and the Clients.
9.2 The Parties each agree that it will not use for its own purposes, will notdisclose to any third party, and will retain in strictest confidence allinformation and data belonging to or relating to the business of the other(including without limitation the terms of this Agreement), and that each partywill safeguard such information and data by using the same degree of care anddiscretion that it uses to protect its own confidential information.
9.3 All information relating to Clients is confidential Information. No partywill be obligated to maintain the confidentiality of information: (1) if it isrequired to reveal in performing its obligations under this Agreement or undera third party contract, (2) that is or becomes within the public domain throughno act of the disclosing party in breach of this Agreement, (3) was in thepossession of the disclosing party prior to its disclosure under thisAgreement, and the disclosing party can prove that, (4) received from anothersource that has no restriction on use or disclosure, or (5) is required to bedisclosed by state or federal law.
10.1During the term of this Agreement and for a period of three years after thisAgreement is terminated, Referral Partner agrees not to engage in any businesssubstantially similar to that of Sidglo and/or attempt to clone or modelSidglo’s technology and proprietary system, including its applications,programs, approval systems, risk management, customer service and settlementprocedures.
10.2 Further, Referral Partner agrees not to attempt to transact any businesswith any of Sidglo’s financial institutions, credit card processors, businesscontacts, contractual privies, partners, customers, investors, contractors,affiliates, principals, and/or any other affiliates enrolled in similarbusinesses or engage in any business substantially similar to that of Sidglo.
10.3 Without prior written consent, Referral Partner shall not cause or permit(1) to solicit or provide services to any Client (2) to solicit or otherwisecause any Client to terminate its contracts and agreements with Sidglo; or (3)to solicit or market services to any Client that is already directly orindirectly working with Sidglo, whether or not such are provided under theterms of this Agreement. This section shall survive for a period of three yearsfollowing any termination of this Agreement.
10.4. Referral Partner agrees that the terms of the aforesaid covenant arereasonable and understands that due to the competitive nature of the businessand the need for confidentiality and non-competition, this covenant isnecessitated.
11.1All notices, and other communications under this Agreement shall be in writingand shall be deemed to have been duly given when (1) delivered by hand, (2)sent by email (receipt confirmed) or (3) when received by the addressee, ifsent by Express Mail, Federal Express or other express delivery service(receipt requested) to each at the appropriate addresses, set forth below or tosuch other addresses as a party may designate by notice to the other party. Ifto SidgloEmail:sg@sidglo.com
Mail: 201 S Biscayne Blvd FL28, Miami, FL 33131 Ifto Referral Partner
12.1The invalidity of any paragraph or subparagraph hereof shall not affect thevalidity any other paragraph or subparagraph hereof.Mail: 201 S Biscayne Blvd FL28, Miami, FL 33131 Ifto Referral Partner
13.1The section headings contained in this Agreement are for convenient referenceonly and shall not in any way affect the meaning or interpretation of this Agreement.
14.1This Agreement shall be governed by and construed in accordance with the lawsof the State of Delaware, without regard to conflicts of law principles. Ifeither Party is determined to have breached this Agreement, then thenon-defaulting party shall be entitled to recover expenses incurred inenforcing the provisions of this Agreement, including reasonable attorneys’fees and cost.
